REG-TCS Group Holding PLC TCS GROUP HOLDING PLC (THE 'COMPANY') ANNOUNCES COMPLETION OF THE OFFERING OF 16,666,667 GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN CLASS A SHARES OF THE COMPANY (THE 'OFFERING')

TCS HoldingAnnouncement

02/07/2019 17:45

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   TCS Group Holding PLC (TCS)
   TCS GROUP HOLDING PLC (THE 'COMPANY') ANNOUNCES COMPLETION OF THE OFFERING
   OF 16,666,667 GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN CLASS A
   SHARES OF THE COMPANY (THE 'OFFERING')

   02-Jul-2019 / 19:43 MSK
   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   NOT FOR PUBLICATION,  DISTRIBUTION OR RELEASE  DIRECTLY OR INDIRECTLY,  IN
   WHOLE OR IN PART, IN OR  INTO THE UNITED STATES, AUSTRALIA, CANADA,  JAPAN
   OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED  BY
   LAW

   THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
   INSIDE INFORMATION  FOR THE  PURPOSES OF  ARTICLE 7  OF THE  MARKET  ABUSE
   REGULATION (EU) NO. 596/2014. UPON  THE PUBLICATION OF THIS  ANNOUNCEMENT,
   THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN

   Information contained herein in respect of the Global Depositary  Receipts
   is not  intended for  any  persons located  within  the territory  of  the
   Russian Federation, who are not  "qualified investors" within the  meaning
   of Article 51.2 of the Russian Federal Law "On the Securities Market"  No.
   39-FZ dated 22  April 1996,  as amended, and  must not  be distributed  or
   circulated into the Russian Federation,  or made available in the  Russian
   Federation, to any persons who are not qualified investors, unless and  to
   the extent they are otherwise  permitted to access such information  under
   Russian  law.  Please  see  the  important  notice  at  the  end  of  this
   announcement.

   TCS GROUP HOLDING PLC (THE "COMPANY") ANNOUNCES COMPLETION OF THE OFFERING
   OF 16,666,667 GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN CLASS A
   SHARES OF THE COMPANY (THE "OFFERING")

   Limassol, Cyprus - 2 July 2019

   TCS  GROUP  HOLDING   PLC  (the  "Company"),   which  together  with   its
   consolidated subsidiaries,  including Tinkoff  Bank, is  Russia's  leading
   provider  of  online  retail financial  and  lifestyle  services  via  its
   Tinkoff.ru  financial ecosystem,  announces   that  it   has  today   sold
   16,666,667 global depositary receipts (the "GDRs") representing  interests
   in Class A shares of the Company at a price of USD 18.00 per GDR,  raising
   aggregate gross proceeds of  USD 300,000,006. The  Company intends to  use
   the proceeds  it receives  from the  Offering to  increase Tinkoff  Bank's
   capital adequacy position, whether by subscribing for new ordinary  shares
   in the share capital of Tinkoff Bank through a closed subscription  and/or
   by any other means deemed appropriate by the Company's management for such
   purpose.

   Following the completion of the Offering,  Mr. Oleg Tinkov holds 40.4  per
   cent of the Company's  share capital and any  of the Company's shares  and
   global depositary receipts held directly or indirectly by Mr. Tinkov or by
   the Company are subject to a lock-up through 31 December 2019, subject  to
   customary exceptions.

   Morgan Stanley & Co. International plc has acted as global coordinator and
   joint bookrunner in connection with  the Offering (the "GC").  Renaissance
   Securities (Cyprus) Limited, Sberbank CIB  (UK) Limited and UBS Europe  SE
   have acted as joint bookrunners (together with the GC, the "JBRs").

   Important Notice:

   The information contained in this announcement is for background  purposes
   only and does  not purport  to be  full or  complete. No  reliance may  be
   placed by any person for any purpose on the information contained in  this
   announcement or its accuracy, fairness or completeness. This  announcement
   has not been approved by any competent regulatory authority.

   Members of  the  general public  are  not eligible  to  take part  in  the
   Offering. This  announcement  and any  offer  of securities  to  which  it
   relates are only addressed to and directed  at (1) in any Member State  of
   the European Economic Area, persons  who are "qualified investors"  within
   the meaning of article 2(1)(e) of  EU Directive 2003/71/EC (as amended  by
   directive 2010/73/EU  to the  extent implemented  in the  relevant  Member
   State and Regulation EU 2017/1129) and any relevant implementing  measures
   (the "Prospectus Directive"); and (2)  in the United Kingdom, persons  who
   (i) have professional  experience in matters  relating to investments  who
   fall within article 19(5) of the  Financial Services and Markets Act  2000
   (Financial Promotion) Order  2005 (as  amended) (the  "Order"); (ii)  fall
   within Article 49(2)(a) to (d) of the Order; or (iii) are persons to  whom
   an offer of  the Offering GDRs  may otherwise lawfully  be made (all  such
   persons referred to in (1) and (2) together being referred to as "relevant
   persons").  The  information  regarding  the  offering  set  out  in  this
   announcement must not  be acted on  or relied  on by persons  who are  not
   relevant persons.  Any investment  or investment  activity to  which  this
   announcement relates is  available only  to relevant persons  and will  be
   engaged in only with relevant persons.

   This announcement and any offer of securities to which it relates are only
   being addressed to  and are  only directed at  persons in  Cyprus who  are
   "Professional  Clients"  as  defined   in  the  Investment  Services   and
   Activities and Regulated  Markets Law 2017  (the "Professional  Clients").
   Any investment activity to which the announcement relate is only available
   to and will only be engaged  with Professional Clients. Any person who  is
   not a Professional Client should not act or rely on this announcement.

   This announcement does not, and shall not, in any circumstances constitute
   a public  offering, nor  an  offer to  sell or  to  subscribe for,  nor  a
   solicitation to offer to  purchase or to subscribe  for securities in  any
   jurisdiction. The distribution  of this announcement  and the offering  or
   sale of the Offering  GDRs in certain jurisdictions  may be restricted  by
   law. No action has been taken  by the Company (or any affiliates  thereof)
   or the JBRs or any  of their affiliates that  would, or which is  intended
   to, permit a  public offer  of the Offering  GDRs in  any jurisdiction  or
   possession or distribution of this  announcement or any other offering  or
   publicity material relating to the Offering GDRs in any jurisdiction where
   action for that purpose  is required. Persons  into whose possession  this
   announcement comes  are  required  by  the Company,  the  JBRs  to  inform
   themselves about and to observe any applicable restrictions.

   With respect to the member states of the European Economic Area which have
   implemented the Prospectus Directive (each, a "Relevant Member State"), no
   action has been undertaken or will be  undertaken to make an offer to  the
   public of the Offering GDRs sold by the Company requiring the  publication
   of a  prospectus in  any  Relevant Member  State.  As a  consequence,  the
   Offering GDRs may  only be offered  or sold in  any Relevant Member  State
   pursuant to an exemption under the Prospectus Directive.

   This announcement and the information contained herein is for  information
   purposes only and does not constitute or form part of any offer of, or the
   solicitation of an offer to acquire or dispose of securities in the United
   States, Canada, Australia or Japan or  in any other jurisdiction in  which
   such an offer or solicitation is unlawful.

   The Offering GDRs have not been, and will not be, registered under the  US
   Securities Act, or under  the applicable securities laws  of any state  or
   other jurisdiction of the United  States, Canada, Australia or Japan.  The
   Offering GDRs  may not  be offered  or sold  in the  United States  unless
   registered under the US Securities Act or offered in a transaction  exempt
   from,  or  not  subject  to,  the  registration  requirements  of  the  US
   Securities Act and  the securities  laws of  any relevant  state or  other
   jurisdiction of the United States. There will be no public offering of the
   Offering GDRs in the United States or elsewhere.

   The Offering  GDRs  have  not  been approved  or  disapproved  by  the  US
   Securities and  Exchange Commission,  any state  securities commission  or
   other regulatory  authority in  the United  States, nor  have any  of  the
   foregoing authorities passed upon or  endorsed the merits of the  offering
   or the accuracy or  adequacy of this  announcement. Any representation  to
   the contrary is a criminal offence in the United States.

   Investors should not subscribe for or purchase any Offering GDR except  on
   the basis  of  information  in  the  offering  memorandum  (the  "Offering
   Memorandum").  Investors  are  able  to  obtain a  copy  of  the  Offering
   Memorandum from http://tcsgh.com.cy/. The Offering Memorandum has not  and
   will not be approved by the United Kingdom Financial Conduct Authority  as
   a prospectus prepared in accordance  with the prospectus rules made  under
   section 73A of  the Financial  Services and Markets  Act 2000,  or by  any
   other regulatory authority.

   The information with respect to the Offering GDRs contained herein is  not
   for release, publication or  distribution in whole or  in part in or  into
   the Russian  Federation  subject  to  certain  exceptions.  These  written
   materials are not, and  under no circumstances are  to be construed as,  a
   public offer  or advertising  or an  invitation to  make offers  to  sell,
   purchase, exchange or  otherwise transfer  or dispose  of any  securities,
   including securities of foreign issuers, or other financial instruments in
   the Russian Federation within the meaning of Russian securities laws or to
   or for  the benefit  of any  persons or  entities resident,  incorporated,
   established or having their usual residence in the Russian Federation,  or
   to or for the benefit  of any person located  within the territory of  the
   Russian Federation,  who,  in respect  of  the  Offering GDRs,  is  not  a
   "qualified investor" within  the meaning  of Article 51.2  of the  Russian
   Federal Law "On the Securities Market"  No. 39-FZ dated 22 April 1996,  as
   amended, and  must  not be  distributed  or circulated  into  the  Russian
   Federation or made available in the Russian Federation, to any persons who
   are not qualified investors, unless and  to the extent the recipients  are
   otherwise permitted  to access  such information  under Russian  law.  The
   Offering GDRs referred  to herein have  not been registered  in Russia  or
   admitted to placement and/or public circulation in the Russian  Federation
   and the information contained herein is not to be made publicly  available
   in the Russian  Federation or passed  on to third  parties in the  Russian
   Federation, unless otherwise permitted  under Russian law. The  securities
   are not intended  for "offering",  "placement" or  "circulation" (each  as
   defined in Russian securities laws)  in the Russian Federation, except  as
   permitted by Russian law.

   This announcement may include statements that are, or may be deemed to be,
   "forward-looking statements".  These  forward-looking  statements  may  be
   identified by the use of forward-looking terminology, including the  terms
   "believes", "estimates",  "plans", "projects",  "anticipates",  "expects",
   "intends", "may", "will" or "should" or,  in each case, their negative  or
   other variations or comparable terminology, or by discussions of strategy,
   plans, objectives,  goals, future  events or  intentions.  Forward-looking
   statements may and  often do  differ materially from  actual results.  Any
   forward-looking statements reflect  TCS Group Holding  PLC's current  view
   with respect to future events and are subject to risks relating to  future
   events and  other risks,  uncertainties and  assumptions relating  to  the
   Group's business, results  of operations,  financial position,  liquidity,
   prospects, growth or strategies. Forward-looking statements speak only  as
   of the date they are made.

   Each of the JBRs and  their respective affiliates expressly disclaims  any
   obligation or undertaking to update, review or revise any forward  looking
   statement contained  in  this announcement  whether  as a  result  of  new
   information, future developments or otherwise.

   Morgan Stanley & Co. International plc  and Sberbank CIB (UK) Limited  are
   authorised by the Prudential Regulation Authority ("PRA") and regulated in
   the United Kingdom  by the  PRA and Financial  Conduct Authority  ("FCA").
   Renaissance Securities  (Cyprus) Limited  is authorised  and regulated  by
   Cyprus Securities and Exchange Commission. UBS Europe SE is authorised and
   regulated by the  Bundesanstalt Für Finanzdienstleistungsaufsicht  (BaFin)
   and the European Central Bank (ECB).  The JBRs are acting exclusively  for
   TCS Group Holding PLC and no-one else in connection with the Offering  and
   will not regard any other person  as their respective clients in  relation
   to the Offering and will not be responsible to anyone other than TCS Group
   Holding PLC for  providing the  protections afforded  to their  respective
   clients, nor  for  providing  advice  in relation  to  the  Offering,  the
   contents of this  announcement or  any transaction,  arrangement or  other
   matter referred to herein.

   In connection with the Offering, the JBRs and any of their affiliates, may
   take up a  portion of the  Offering GDRs  in the Offering  as a  principal
   position and in that  capacity may retain, purchase,  sell, offer to  sell
   for their own  accounts such  Offering GDRs  and other  securities of  TCS
   Group Holding PLC or related  investments in connection with the  Offering
   or otherwise. Accordingly,  references in the  Offering Memorandum to  the
   Offering GDRs  being  issued,  offered, subscribed,  acquired,  placed  or
   otherwise dealt in should be read as  including any issue or offer to,  or
   subscription, acquisition,  placing or  dealing by,  the JBRs  and any  of
   their affiliates acting in such capacity. In addition, the JBRs and any of
   their affiliates may enter into financing arrangements (including swaps or
   contracts for differences)  with investors  in connection  with which  the
   JBRs and any of their  affiliates may from time  to time acquire, hold  or
   dispose of  the Offering  GDRs. The  JBRs do  not intend  to disclose  the
   extent of any such investment or transactions otherwise than in accordance
   with any legal or regulatory obligations to do so.

   None of the JBRs or  any of their respective  affiliates, or any of  their
   respective directors, officers, employees, advisers or agents accepts  any
   responsibility  or  liability   whatsoever  for  the   contents  of   this
   announcement or for any statement made or  purported to be made by it,  or
   on its behalf, in connection with  TCS Group Holding PLC or the  Offering.
   The JBRs and their respective affiliates accordingly disclaim all and  any
   liability whether arising in tort, contract, or otherwise which they might
   otherwise have in respect of such  announcement or any such statement  and
   for any loss howsoever  arising from any use  of this announcement or  its
   contents or otherwise arising  in connection therewith. No  representation
   or warranty express or implied, is made by any of the JBRs or any of their
   respective  affiliates   as   to  the   truth,   accuracy,   completeness,
   reasonableness, verification or sufficiency of the information set out  in
   this announcement (or whether  any information has  been omitted from  the
   announcement) or any other information relating to TCS Group Holding  PLC,
   its subsidiaries or associated  companies, whether written,  oral or in  a
   visual or electronic form, and howsoever transmitted or made available.

    

   For enquiries:                                               
                                 Tinkoff Bank
   Tinkoff Bank
                                 Larisa Chernysheva
   Darya Ermolina
   Head of PR                    IR Department

   + 7 495 648-10-00 (ext. 2009) + 7 495 648-10-00 (ext. 2312)  

    1 media@tinkoff.ru            2 ir@tinkoff.ru

   PR@tcsgh.com.cy               IR@tcsgh.com.cy

                                  

   About the Group

   TCS Group Holding PLC is an innovative provider of online retail financial
   services. It includes Tinkoff Bank, mobile virtual network operator
   Tinkoff Mobile, Tinkoff Insurance, and Tinkoff Software DC, a network of
   development hubs in major Russian cities. The Group also has Tinkoff.ru,
   an evolving ecosystem that offers financial and lifestyle services.

    

   The Group was founded in 2006 by Russian entrepreneur Oleg Tinkov and has
   been listed on the London Stock Exchange since October 2013.

    

   The Group's key business is Tinkoff Bank, the country's first and only
   direct bank and the core of the Tinkoff.ru ecosystem.

    

   Tinkoff Bank is the second largest player in the Russian credit card
   market, with a share of 12.4% as of 1 April 2019. The 1Q'19 IFRS net
   income of TCS Group Holding PLC amounted to RUB 7.2 bn, ROE stood at
   64.4%.

    

   With no branches, the Group serves all its customers remotely via online
   channels and a cloud-based call centre staffed by over 10,000 employees,
   which makes it one of the largest in Europe. To ensure smooth delivery of
   the Group's products, the Group has a nationwide network of over 2,500
   representatives.

    

   In 2018 Global Finance named Tinkoff Bank the world's Best Consumer
   Digital Bank, in 2018, 2016 and 2015, the Best Consumer Digital Bank in
   Russia, and in 2017 and 2013 The Banker recognised it as the Bank of the
   Year in Russia. The bank's mobile app has been consistently praised by
   local and global independent experts as the best of its kind (in 2013,
   2014, 2015, 2016 by Deloitte and in 2018 by Global Finance).

    

    

   ══════════════════════════════════════════════════════════════════════════

   ISIN:          US87238U2033
   Category Code: IOE
   TIDM:          TCS
   LEI Code:      549300XQRN9MR54V1W18
   Sequence No.:  12122
   EQS News ID:   835121


    
   End of Announcement EQS News Service

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References

   Visible links
   1. mailto:media@tinkoff.ru
   2. mailto:ir@tcsbank.ru


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